Stock Election. Subject to the immediately following sentence, each record holder of shares of Company Common Stock immediately prior to the Effective Time shall be entitled to elect to receive shares of Parent Common Stock for all or any part of such holder's shares of Company Common Stock (a "Stock Election"). Notwithstanding the foregoing and subject to Section 2.01(l), the aggregate number of shares of Company Common Stock that may be converted into the right to receive shares of Parent Common Stock in the Merger (the "Stock Election Number") shall be 45% of the total number of shares of Company Common Stock issued and outstanding as of the close of business on the third trading day prior to the Effective Time. Stock Elections shall be made on a Form of Election. A Representative may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all the shares of Company Common Stock held by such Representative for a particular beneficial owner.
Stock Election. For each Company Share with respect to which an election to receive Class A Stock (a “Stock Election”) has been properly made and not revoked pursuant to Section 2.08 (each, a “Stock Electing Share”) the holder shall receive the Maximum Per Share Stock Dividend; provided, that if the Maximum Per Share Stock Dividend multiplied by the aggregate number of Stock Electing Shares exceeds the Aggregate Stock Dividend Amount, then each Stock Electing Share shall instead receive (A) a fraction (rounded down to the nearest one one-hundredth (0.01)) of a share of Class A Stock equal to the Aggregate Stock Dividend Amount divided by the aggregate number of Stock Electing Shares (the “Prorated Per Share Stock Dividend”) and (B) the Excess Cash Dividend.
Stock Election. Each record holder of Company Common Shares immediately prior to the Effective Time shall be entitled to elect to receive Tribune Common Shares (together with the associated Rights) for all or any part of such holder's Company Common Shares (a "STOCK ELECTION"). There shall not be any limit on the number of Company Common Shares that may be converted into the right to receive Tribune Common Shares in the Merger. Stock Elections shall be made on a Form of Election. A Shares Representative may submit multiple Forms of Election; PROVIDED, that such Shares Representative certifies that each such Form of Election covers all the Company Common Shares held by such Shares Representatives for a particular beneficial owner.
Stock Election. 3.2 Subsidiary..................................9.10
Stock Election. Subject to Section 1.5(f), each record holder of shares of Company Common Stock, other than Excluded Shares, immediately prior to the Election Deadline who makes an effective Election to receive shares of Parent Common Stock (a “Stock Election”) shall be entitled to receive for each of such holder’s shares of Company Common Stock as to which such Stock Election is made shares of Parent Common Stock or a combination of cash and shares of Parent Common Stock, solely as provided in clause (i) or (ii) below:
(i) If the Available Cash Amount equals or exceeds the Cash Election Amount, then each share of Company Common Stock as to which an effective Stock Election is made shall be converted into the right to receive (A) a number of shares of Parent Common Stock equal to the quotient of (w) the Aggregate Stock Amount divided by (x) the number of shares of Company Common Stock subject to an effective Stock Election (the “Stock Election Shares”) and (B) an amount of cash (without interest) equal to the quotient of (y) the amount by which the Available Cash Amount exceeds the Cash Election Amount, divided by (z) the Stock Election Shares.
(ii) If the Available Cash Amount is less than the Cash Election Amount, each share of Company Common Stock as to which an effective Stock Election is made shall be converted into the right to a number of shares of Parent Common Stock equal to the Exchange Ratio.
(iii) For purposes of this Section 1.5(d) “Aggregate Stock Amount” shall mean a number of shares of Parent Common Stock equal to (X) the product of (A) the number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time times (B) the Exchange Ratio minus (Y) 2,634,796 shares. Stock Elections shall be made on the Election Form, accompanied by Certificates for the Company Shares to which such Election Form relates, if and as provided in Section 1.5(g).
Stock Election. 2.2(a) Stock Election Shares....................................................2.2(a) Stockholders' Meeting....................................................7.2(a) Substitute Options.......................................................2.7(a) Substitute Warrants......................................................2.8(a) Xxxxxxxx.................................................................2.8(c) Superior Proposal........................................................7.1(d) Surviving Corporation....................................................2.1(a) Tax Authority...........................................................4.16(b) Tax Returns.............................................................4.16(b) Taxes...................................................................4.16(b) Termination Date.........................................................9.1(c) Trademarks..................................................................1.1
Stock Election. Parent may, by written notice to the Company (a “Stock Election”) provided at least six (6) Business Days prior to the Closing Date (the “Stock Election Deadline”), elect to pay an amount (the “Stock Election Amount”) of the Closing Merger Consideration not to exceed twenty-five million dollars ($25,000,000) pursuant to this Section 1.11. On the day immediately preceding the Closing, Parent will provide the Company with a written notice setting forth: (a) a list of the Securityholders of the Company who (i) have not provided to the Parent the information reasonably required by the Parent’s transfer agent for issuance of Parent Common Stock to such holder pursuant to this Section 1.11 or (ii) (A) have not made the necessary representations and warranties to ensure that shares of Parent Common Stock may be issued pursuant to a “private placement” exemption or exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), or Regulation D promulgated thereunder in their Securityholder Questionnaire or (B) Parent otherwise reasonably determines, after due inquiry, is not an “accredited investor” (as defined under Regulation D promulgated under the Securities Act) (each an “Unaccredited Investor”), (b) the amount equal to (i) the aggregate Pro Rata Share of all Unaccredited Investors multiplied by (ii) the Stock Election Amount (the “Unaccredited Investor Amount”) and (c) the number of shares of Common Stock, par value $0.0001 per share, of Parent (“Parent Common Stock”) equal to (i) (A) the Stock Election Amount minus (B) the Unaccredited Investor Amount divided by (ii) the Closing 7-Day VWAP (the “Stock Election Total Share Amount”). At the Effective Time, (a) each Securityholder that is not an Unaccredited Investor (an “Accredited Investor”) shall become entitled to receive shares of Parent Common Stock (“Stock Election Shares”) in an amount equal to their respective Accredited Investor Pro Rata Share of the Stock Election Total Share Amount (rounded down to the nearest whole share) through distribution in accordance with Sections 1.03 and 1.04 (the “Accredited Investor Stock Election Consideration”) and (b) each Securityholder that is an Unaccredited Investor shall become entitled to receive payment of a cash amount equal to their respective Unaccredited Investor Pro Rata Share of the Unaccredited Investor Amount through distribution in accordance with Sections 1.03 and 1.04 (the “Unaccredited Investor St...
Stock Election. Subject to the immediately following -------------- sentence, each record holder of shares of GPU Common Stock immediately prior to the Effective Time shall be entitled to elect to receive shares of FirstEnergy Common Stock for all or any part of such holder's shares of GPU Common Stock (a "Stock Election", and together with a Cash Election, -------------- the "Election"). Notwithstanding the foregoing and subject to Section -------- 2.01(l), the aggregate number of shares of GPU Common Stock that will be converted into the right to receive shares of FirstEnergy Common Stock in the Merger (the "Stock Election Number") shall be 50% of the total number --------------------- of shares of GPU Common Stock issued and outstanding as of the Effective Time. Stock Elections shall be made on a Form of Election.
Stock Election. No Person, other than Parent Tontine Affiliates, shall, in the reasonable determination of the Parent Board, become an Acquiring Person (as such term is defined in that certain Tax Benefit Protection Plan Agreement dated as of January 28, 2013, between Parent and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Parent Rights Agreement”) as a result of the Merger.
Stock Election. Each Stockholder that beneficially owns shares of IRT Common Stock hereby agrees to make a Stock Election in accordance with Section 2.2 of the Merger Agreement and submit a Form of Election to that effect with respect to all shares of IRT Common Stock beneficially owned by such Stockholder at the Effective Time.
